SC 13D/A 1 d712314dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Care.com, Inc.

(Name of issuer)

Common Stock, par value $0.001 per share

(Title of class of securities)

141633107

(CUSIP number)

CapitalG LP

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

with a copy to:

Christopher A. Rose

Morgan, Lewis & Bockius LLP

2049 Century Park East, Suite 700

Los Angeles, CA 90067-3109

(Name, address and telephone number of person authorized to receive notices and communications)

February 27, 2019

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 141633107

 

  (1)       

  Names of reporting persons

 

  CapitalG LP

  (2)      

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  (3)      

  SEC use only

 

  (4)      

  Source of funds (see instructions)

 

  OO

  (5)      

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  (6)      

  Citizenship or place of organization

 

  Delaware, United States of America

Number of

shares

  beneficially  

owned by

each

reporting

person

with:

    (7)     

  Sole voting power

 

  5,094,863*

  (8)     

  Shared voting power

 

  0

  (9)     

  Sole dispositive power

 

  5,094,863*

  (10)     

  Shared dispositive power

 

  0

(11)      

  Aggregate amount beneficially owned by each reporting person

 

  5,094,863*

(12)      

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

(13)      

  Percent of class represented by amount in Row (11)

 

  13.8%**

(14)      

  Type of reporting person (see instructions)

 

  PN

 

*

The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 46,350 shares of Convertible Preferred Stock, Series A held directly by CapitalG LP, convertible into Common Stock of the Company, subject to certain conditions and adjustments.

**

The calculation of the foregoing percentage is based on 31,796,789 shares of Common Stock outstanding as of November 2, 2018, as indicated in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 8, 2018, plus the shares of Common Stock issuable upon the conversion of the Convertible Preferred Stock, Series A beneficially owned by the Reporting Persons.


CUSIP No. 141633107

 

  (1)       

  Names of reporting persons

 

  CapitalG GP LLC

  (2)      

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  (3)      

  SEC use only

 

  (4)      

  Source of funds (see instructions)

 

  AF

  (5)      

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  (6)      

  Citizenship or place of organization

 

  Delaware, United States of America

Number of

shares

  beneficially  

owned by

each

reporting

person

with:

    (7)     

  Sole voting power

 

  5,094,863*

  (8)     

  Shared voting power

 

  0

  (9)     

  Sole dispositive power

 

  5,094,863*

  (10)     

  Shared dispositive power

 

  0

(11)      

  Aggregate amount beneficially owned by each reporting person

 

  5,094,863*

(12)      

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

(13)      

  Percent of class represented by amount in Row (11)

 

  13.8% **

(14)      

  Type of reporting person (see instructions)

 

  OO

 

*

The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 46,350 shares of Convertible Preferred Stock, Series A held directly by CapitalG LP, convertible into Common Stock of the Company, subject to certain conditions and adjustments.

**

The calculation of the foregoing percentage is based on 31,796,789 shares of Common Stock outstanding as of November 2, 2018, as indicated in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 8, 2018, plus the shares of Common Stock issuable upon the conversion of the Convertible Preferred Stock, Series A beneficially owned by the Reporting Persons.


CUSIP No. 141633107

 

  (1)       

  Names of reporting persons

 

  Alphabet Inc.

  (2)      

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  (3)      

  SEC use only

 

  (4)      

  Source of funds (see instructions)

 

  AF

  (5)      

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  (6)      

  Citizenship or place of organization

 

  Delaware, United States of America

Number of

shares

  beneficially  

owned by

each

reporting

person

with:

    (7)     

  Sole voting power

 

  5,094,863*

  (8)     

  Shared voting power

 

  0

  (9)     

  Sole dispositive power

 

  5,094,863*

  (10)     

  Shared dispositive power

 

  0

(11)      

  Aggregate amount beneficially owned by each reporting person

 

  5,094,863*

(12)      

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

(13)      

  Percent of class represented by amount in Row (11)

 

  13.8%**

(14)      

  Type of reporting person (see instructions)

 

  CO

 

*

The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 46,350 shares of Convertible Preferred Stock, Series A held directly by CapitalG LP, convertible into Common Stock of the Company, subject to certain conditions and adjustments.

**

The calculation of the foregoing percentage is based on 31,796,789 shares of Common Stock outstanding as of November 2, 2018, as indicated in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 8, 2018, plus the shares of Common Stock issuable upon the conversion of the Convertible Preferred Stock, Series A beneficially owned by the Reporting Persons.


CUSIP No. 141633107

 

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D previously filed on July 11, 2016 (the “Initial Statement”), as amended by Amendments No. 1, No. 2 and No. 3 to the Initial Statement filed on February 1, 2017, October 2, 2017, and November 3, 2017 respectively, by the Reporting Persons (as defined below) relating to common stock, par value $0.001 per share (the “Common Stock”), of Care.com, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning ascribed to such terms in the Initial Statement. Except as set forth herein, this Amendment does not modify any information previously reported by the Reporting Persons in the Initial Statement.

As used in this Amendment, the term “Reporting Persons” collectively refers to:

 

 

CapitalG LP, a Delaware limited partnership (the “Fund”);

 

 

CapitalG GP LLC, a Delaware limited liability company (the “General Partner”)1; and

 

 

Alphabet Inc., a Delaware corporation.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On February 27, 2019, the Fund provided notice to the Company that it was waiving its rights pursuant to Section 4.4 of the Investment Agreement to nominate and elect a director to the Company’s Board of Directors (the “Board”) in connection with the 2019 Annual Meeting, and Laela Sturdy, a current member of the Board, advised the Company that she will not stand for re-election as a Class III director at the 2019 Annual Meeting. Ms. Sturdy has served on the Board in connection with the Investment Agreement, which was previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on June 29, 2016. Ms. Sturdy will maintain her committee memberships through the 2019 Annual Meeting.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (b) are hereby amended and restated to read as follows:

Based on information in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 8, 2018, there were 31,796,789 shares of Common Stock issued and outstanding as of November 2, 2018. As a result of its purchase pursuant to the Investment Agreement, the Fund holds 46,350 shares of Convertible Preferred Stock, convertible at any time at the Fund’s option into 5,094,863 shares of Common Stock, or 13.8% of the Common Stock deemed issued and outstanding as of November 2, 2018, based on the initial conversion price of $10.50 per share, subject to certain adjustments.

Each of the General Partner, Alphabet Holdings LLC (as the managing member of the General Partner), XXVI Holdings Inc. (as the managing member of Alphabet Holdings LLC), and Alphabet Inc. (as the controlling stockholder of XXVI Holdings Inc.) may be deemed to be the beneficial owner of the securities owned directly by the Fund, and each disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein.

 

1 

The General Partner is beneficially owned by Alphabet Holdings LLC, a Delaware limited liability company, which is in turn wholly owned by XXVI Holdings Inc., a Delaware corporation. Alphabet Holdings LLC and XXVI Holdings Inc. may each be deemed to have the power to vote and dispose of shares of Convertible Preferred Stock directly owned by the Fund, and each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.


SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 28, 2019

 

CAPITALG LP
By:   CapitalG GP LLC its General Partner
By:  

/s/ Jeremiah Gordon

Name:   Jeremiah Gordon
Title:   General Counsel and Secretary
CAPITALG GP LLC
By:  

/s/ Jeremiah Gordon

Name:   Jeremiah Gordon
Title:   General Counsel and Secretary
ALPHABET INC.
By:  

/s/ Kathryn W. Hall

Name:   Kathryn W. Hall
Title:   Assistant Secretary


Exhibit Index

 

Exhibit
Number

  

Exhibit Description

99.1    Joint Filing Agreement, dated as of July 11, 2016, by and among the Reporting Persons. *
99.2    Convertible Preferred Stock, Series A Certificate of Designations, dated as of June 29, 2016 (incorporated herein by reference to the Certificate of Designations set forth as Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on June 29, 2016). *
99.3    Investment Agreement, dated as of June 29, 2016, by and between Care.com, Inc. and Google Capital 2016, L.P. (incorporated herein by reference to the Investment Agreement set forth as Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on June 29, 2016). *
99.4    Investor Rights Agreement, dated as of June 29, 2016, by and between Care.com, Inc. and Google Capital 2016, L.P. *

 

*

Previously Filed